Vintage Wine Estates, Inc. appointed Jon Moramarco as new CEO

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 

On February 7, 2023, the Company and Patrick Roney, founder of VWE, entered into a letter agreement (the "Letter Agreement") whereby Mr. Roney voluntarily elected to transition from Chief Executive Officer of the Company to Executive Chairman of the Board, effective February 7, 2023. Pursuant to the terms of the Letter Agreement, the Employment Agreement between the Company and Mr. Roney effective June 7, 2021 (the "Prior Employment Agreement") was terminated and upon such termination the Company agreed to provide Mr. Roney his accrued but unpaid Base Salary and PTO (as defined in the Prior Employment Agreement) through February 7, 2023, and any vested amounts or benefits that he is entitled to receive under any plan, program, or policy, as described in Section 5.1 of the Prior Employment Agreement. Mr. Roney expressly waived any claim to the severance benefits described in Section 5.2(b) of the Prior Employment Agreement. Pursuant to the terms of the Letter Agreement, Mr. Roney will receive an annual base salary of $250,000 for his service as Executive Chairman and will be eligible to participate in the Company's employee benefit plans and programs in accordance with their terms and eligibility requirements. In connection with his appointment as Executive Chairman, all outstanding stock options and unvested restricted stock units previously granted to Mr. Roney under the Company's 2021 Omnibus Incentive Plan (the "2021 Plan") ceased to vest and any unvested awards were forfeited. 

Also on February 7, 2023, the Board appointed Jon Moramarco, a member of the Board, as the Company's Interim Chief Executive Officer. In connection with such appointment, the Company entered into a consulting agreement (the "Consulting Agreement") with bw166 LLC ("bw166") and Mr. Moramarco, pursuant to which the Company will pay bw166 a monthly fee of $17,500 and will reimburse bw166 and Mr. Moramarco for reasonable business-related expenses in connection with the Interim Chief Executive Officer services provided thereunder. Additionally, the Company agreed to award Mr. Moramarco a one-time grant of 100,000 restricted stock units pursuant to the 2021 Plan, which will vest in full on the one-year anniversary of the grant date. Mr. Moramarco is the Managing Partner of bw166 and has a controlling interest therein. 


Jon Moramarco, age 65, has served as an independent director on our Board since June 2021. While Mr. Moramarco serves as our Interim Chief Executive Officer, he will not qualify as an independent director pursuant to the Nasdaq independence standards. Mr. Moramarco has nearly 40 years of uninterrupted involvement in the wine industry. Since 2009, he has been Managing Partner of bw166 LLC, a consultancy to the beverage alcohol industry and provider of beverage alcohol industry data. Industry reports published by bw166 LLC include the bw166 Total Beverage Alcohol Overview and The Gomberg & Frederiksen Report. From 2010 to 2014, Mr. Moramarco was President and Chief Executive Officer of Winebow Inc., a significant importer of table wines into the U.S. market and a wholesaler of fine wines and craft spirits. From 1999 to 2009, was an executive with Constellation Brands, holding positions such as President and Chief Executive Officer of Canandaigua Wine Co. (1999-2003), President and Chief Executive Officer of Icon Estates (2003-2005), President and Chief Executive Officer of Constellation Europe (2007-2007) and Chief Executive Officer of Constellation International (2007-2009). In his final role at Constellation Brands leading to his recruitment to Winebow Inc., he served on the Executive Management Committee of the parent company and participated in all board meetings. From 1982 to 1999, Mr. Moramarco held a series of positions with Allied Domecq and its predecessor companies. He holds a B.S. degree in Agricultural Science & Management from the University of California at Davis and a certificate in Organizational Change from Stanford Business School. Mr. Moramarco's professional affiliations include the Executive Leadership Board for Viticulture and Enology of the University of California at Davis and former board positions with the Wine Institute of California, the American Vintners Association and the Wine Market Council. There are no family relationships among Mr. Moramarco and any of our directors and executive officers and, except as discussed above, there are no arrangements or understandings between him and any other persons pursuant to which he was appointed as our Interim Chief Executive Officer. 

In connection with the foregoing changes, the Board also appointed Paul Walsh, who previously served as Chairman of the Board, as Independent Lead Director effective February 7, 2023. In connection therewith, the Board approved an adjustment of Mr. Walsh's annual compensation as a member of the Board to $250,000. 

Due to the vacancy on the Audit Committee created by the appointment of Mr. Moramarco as Interim Chief Executive Officer, on February 7, 2023, the Board appointed Timothy D. Proctor, a member of the Board, as a member of the Audit Committee. 

The foregoing summary of the Letter Agreement and the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement and the Consulting Agreement, respectively, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, and are incorporated herein by reference. 

The Company issued a press release announcing such management changes on February 8, 2023. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated herein by reference.